Case Analysis On Surplus Distribution Of LLC

Autonomy of will is the basic principle of distributing profits,but when this principle is abused,the law came to intervene.That is the reason why there are a large number of cases brought to courts.This article focuses on collecting and organizing the cases on “disputes of profit distribution”,concluding and summarizing them by using methods of case analysis and empirical research to find out the realistic background and the current status of applying the principles of distributing profits,its existing problems and solutions.Chapter one focuses on the identity of shareholders and the relevant issues.Firstly,it analyses the determination of shareholders’ identification and then makes a summary of the cases concerning special identity including assignors claiming dividend after the assignment,dormant shareholders claiming dividend,share-holding employees requesting dividend,and stock incentive parties requesting dividend,and discusses the problems appeared in these cases and how these courts deal with them.The chapter two contains the methods that applied to confirm the amount of the distributive profits.The legislative principle is the item of“net profits” or “undistributed profits” in the audited financial report.Some cases refer to allocation of special type of profits as well.Apart from that,the corporate inside financial documents 、 tax declaration of business administration authority 、 the resolution of the shareholders meeting areequally applied as same as the audited report.Moreover,the allocation of evidential burden affects the confirmation of the amount of the profits,while the judicial authentication is significantly important,with its limits though.The chapter three mainly studies the validity of the resolution of the shareholders meeting where a profit distributing plan has been made.When the resolution of the shareholders meeting is against the article of association,the former does void for certain.The court may hold a different opinion pursuant to the amount of profits.The chapter four analyses the situation without a resolution of the shareholders meeting in the proceedings.The court theoretically will reject the claim of the plaintiff,if he/she does not submit the resolution of the shareholders meeting.And it is controversial that whether the profits can be distributed directly pursuant to the article of association.The chapter five studies the distributing percentage and payment of the dividend in a lawsuit.The percentage to distributing profits is related to the contribution made by shareholders、the special agreement、the ratio of fixed interests or fixed income.